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                                                                  EXECUTION COPY

                                                                     EXHIBIT 4.3

                                  $132,000,000
                          PRINCIPAL AMOUNT AT MATURITY

                             BUFFETS HOLDINGS, INC.

                     13.875% SENIOR DISCOUNT NOTES DUE 2010

                          REGISTRATION RIGHTS AGREEMENT

                                                                    May 18, 2004

Credit Suisse First Boston LLC
     Eleven Madison Avenue
         New York, New York 10010-3629

Dear Sirs:

         Buffets Holdings, Inc., a Delaware corporation (the "COMPANY"),
proposes to issue and sell to Credit Suisse First Boston LLC (the "INITIAL
PURCHASER"), upon the terms set forth in a purchase agreement dated as of May
11, 2004 (the "PURCHASE AGREEMENT"), $132,000,000 aggregate principal amount at
maturity of its 13.875% Senior Discount Notes due 2010 (the "INITIAL
SECURITIES"). The Initial Securities will be issued pursuant to an Indenture,
dated of even date herewith (the "INDENTURE"), between the Company and U.S. Bank
National Association, as trustee (the "TRUSTEE"). As an inducement to the
Initial Purchaser to enter into the Purchase Agreement, the Company agrees with
the Initial Purchaser, for the benefit of the holders of the Initial Securities
and the holders of the Securities (as defined below) (collectively, the
"HOLDERS"), as follows:

         1. Registered Exchange Offer. Unless not permitted by applicable law
(after the Company has complied with the ultimate paragraph of this Section 1),
the Company shall prepare and, not later than 90 days (or if the 90th day is not
a business day, the first business day thereafter) (such 90th day or first
business day thereafter being a "FILING DEADLINE") after the date on which the
Initial Securities are first issued (the "CLOSING DATE"), file with the
Securities and Exchange Commission (the "COMMISSION") a registration statement
(the "EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the
Securities Act of 1933, as amended (the "SECURITIES ACT"), with respect to a
proposed offer (the "REGISTERED EXCHANGE OFFER") to the Holders of Transfer
Restricted Securities (as defined in Section 6 hereof), who are not prohibited
by any law or policy of the Commission from participating in the Registered
Exchange Offer, to issue and deliver to such Holders, in exchange for the
Initial Securities, a like aggregate principal amount at maturity of debt
securities of the Company issued under the Indenture, identical in all material
respects to the Initial Securities and registered under the Securities Act (the
"EXCHANGE SECURITIES"). The Company shall use its commercially reasonable
efforts to (i) cause such Exchange Offer Registration Statement to become
effective under the Securities Act within 180 days after the Closing Date (or if
the 180th day is not a business day, the first business day thereafter) (such
180th (or first business day thereafter) day being an "EFFECTIVENESS DEADLINE")
and (ii) keep the Exchange Offer Registration Statement

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effective for not less than 30 days (or longer, if required by applicable law)
after the date notice of the Registered Exchange Offer is mailed to the Holders
(such period being called the "EXCHANGE OFFER REGISTRATION PERIOD").

         If the Company commences the Registered Exchange Offer, the Company (i)
will be entitled to consummate the Registered Exchange Offer 30 days after such
commencement (provided that the Company has accepted all the Initial Securities
theretofore validly tendered in accordance with the terms of the Registered
Exchange Offer) and (ii) shall use commercially reasonable efforts to consummate
the Registered Exchange Offer no later than 40 days (or longer if required by
applicable law) after the date on which the Exchange Offer Registration
Statement is declared effective (or if the 40th day is not a business day, the
first business day thereafter) (such 40th (or longer if required by applicable
law) day being the "CONSUMMATION DEADLINE").

         Following the declaration of the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder of Transfer Restricted Securities electing to exchange the
Initial Securities for Exchange Securities (assuming that such Holder is not an
affiliate of the Company within the meaning of the Securities Act, acquires the
Exchange Securities in the ordinary course of such Holder's business and has no
arrangements with any person to participate in the distribution of the Exchange
Securities and is not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer) to trade such Exchange
Securities from and after their receipt without any limitations or restrictions
under the Securities Act and without material restrictions under the securities
laws of the several states of the United States.

         The Company acknowledges that, pursuant to current interpretations by
the Commission's staff of Section 5 of the Securities Act, in the absence of an
applicable exemption therefrom, (i) each Holder which is a broker-dealer
electing to exchange Initial Securities, acquired for its own account as a
result of market making activities or other trading activities, for Exchange
Securities (an "EXCHANGING DEALER"), is required to deliver a prospectus
containing the information set forth in (a) Annex A hereto on the cover of such
prospectus, (b) Annex B hereto in the "Exchange Offer Procedures" section and
the "Purpose of the Exchange Offer" section of such prospectus, and (c) Annex C
hereto in the "Plan of Distribution" section of such prospectus in connection
with a sale of any such Exchange Securities received by such Exchanging Dealer
pursuant to the Registered Exchange Offer and (ii) if the Initial Purchaser
elects to sell Securities (as defined below) acquired in exchange for Initial
Securities constituting any portion of an unsold allotment, the Initial
Purchaser is required to deliver a prospectus containing the information
required by Items 507 or 508 of Regulation S-K under the Securities Act, as
applicable, in connection with such sale.

         The Company shall use its commercially reasonable efforts to keep the
Exchange Offer Registration Statement effective and to amend and supplement the
prospectus contained therein, in order to permit such prospectus to be lawfully
delivered by all persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as such persons must comply with such
requirements in order to resell the Exchange Securities; provided, however, that
(i) in the case where such prospectus and any amendment or supplement thereto
must be delivered by an Exchanging Dealer or the Initial Purchaser, such period
shall be the

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lesser of 180 days and the date on which all Exchanging Dealers and the Initial
Purchaser have sold all Exchange Securities held by them (unless such period is
extended pursuant to Section 3(j) below) and (ii) the Company shall make such
prospectus and any amendment or supplement thereto available to any
broker-dealer for use in connection with any resale of any Exchange Securities
for a period of not less than 180 days after the consummation of the Registered
Exchange Offer.

         If, upon consummation of the Registered Exchange Offer, the Initial
Purchaser holds Initial Securities acquired by it as part of its initial
distribution, the Company, simultaneously with the delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall issue and deliver to
the Initial Purchaser upon the written request of the Initial Purchaser, in
exchange (the "PRIVATE EXCHANGE") for the Initial Securities held by the Initial
Purchaser, a like principal amount at maturity of debt securities of the Company
issued under the Indenture and identical in all material respects (including the
existence of restrictions on transfer under the Securities Act and the
securities laws of the several states of the United States, but excluding
provisions relating to the matters described in Section 6 hereof) to the Initial
Securities (the "PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the
Exchange Securities and the Private Exchange Securities are herein collectively
called the "SECURITIES".

         In connection with the Registered Exchange Offer, the Company shall:

                  (a) mail to each Holder a copy of the prospectus forming part
         of the Exchange Offer Registration Statement, together with an
         appropriate letter of transmittal and related documents;

                  (b) keep the Registered Exchange Offer open for not less than
         30 days (or longer, if required by applicable law) after the date
         notice thereof is mailed to the Holders;

                  (c) utilize the services of a depositary for the Registered
         Exchange Offer, which may be the Trustee or an affiliate of the
         Trustee;

                  (d) permit Holders to withdraw tendered Securities at any time
         prior to the close of business, New York time, on the last business day
         on which the Registered Exchange Offer shall remain open; and

                  (e) otherwise comply in all material respects with all
         applicable laws.

         As soon as practicable after the close of the Registered Exchange Offer
or the Private Exchange, as the case may be, the Company shall:

                  (x) accept for exchange all the Securities validly tendered
         and not withdrawn pursuant to the Registered Exchange Offer and the
         Private Exchange;

                  (y) deliver to the Trustee for cancellation all the Initial
         Securities so accepted for exchange; and

                  (z) cause the Trustee to authenticate and deliver promptly to
         each Holder of the Initial Securities, Exchange Securities or Private
         Exchange Securities, as the case may be,

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         equal in principal amount at maturity to the Initial Securities of such
         Holder so accepted for exchange.

         The Indenture will provide that the Exchange Securities will not be
subject to the transfer restrictions set forth in the Indenture and that all the
Securities will vote and consent together on all matters as one class and that
none of the Securities will have the right to vote or consent as a class
separate from one another on any matter.

         If the Exchange Offer occurs prior to July 31, 2008, the Accreted Value
(as defined in the Indenture) on each Exchange Security and Private Exchange
Security issued pursuant to the Registered Exchange Offer and in the Private
Exchange will accrue from the last semi-annual accrual date or the date of
original issue of the Initial Securities. If the Exchange Offer occurs on or
after July 31, 2008, interest on each Exchange Security and Private Exchange
Security issued pursuant to the Registered Exchange Offer and in the Private
Exchange will accrue from the last interest payment date on which interest was
paid on the Initial Securities surrendered in exchange therefor or, if no
interest has been paid on the Initial Securities, from the date of original
issue of the Initial Securities. No interest shall accrue on any Initial
Security surrendered in the Exchange Offer from and after the day that interest
begins to accrue on the Exchange Securities issued in exchange therefor.

         Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company that at the time of the consummation of the
Registered Exchange Offer (i) any Exchange Securities received by such Holder
have been acquired in the ordinary course of business, (ii) such Holder has no
arrangements or understanding with any person to participate in the distribution
of the Securities or the Exchange Securities within the meaning of the
Securities Act, (iii) such Holder is not an "affiliate," as defined in Rule 405
of the Securities Act, of the Company or if it is an affiliate, such Holder will
comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (iv) if such Holder is not a
broker-dealer, that it is not engaged in, and does not intend to engage in, the
distribution of the Exchange Securities and (v) if such Holder is a
broker-dealer, that it will receive Exchange Securities for its own account in
exchange for Initial Securities that were acquired as a result of market-making
activities or other trading activities and that it will acknowledge its
obligations to deliver a prospectus in connection with any resale of such
Exchange Securities.

         Notwithstanding any other provisions hereof, the Company will ensure
that (i) any Exchange Offer Registration Statement and any amendment thereto and
any prospectus forming part thereof and any supplement thereto complies in all
material respects with the Securities Act and the rules and regulations
thereunder, (ii) any Exchange Offer Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) any prospectus
forming part of any Exchange Offer Registration Statement, and any supplement to
such prospectus, does not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading.

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         If following the date hereof there has been announced a change in
Commission policy with respect to exchange offers that in the reasonable opinion
of counsel to the Company raises a substantial question as to whether the
Registered Exchange Offer is permitted by applicable federal law, the Company
will seek a no-action letter or other favorable decision from the Commission
allowing the Company to consummate the Registered Exchange Offer. The Company
will pursue the issuance of such a decision to the Commission staff level. In
connection with the foregoing, the Company will take all such other actions as
may be requested by the Commission or otherwise required in connection with the
issuance of such decision, including without limitation (i) participating in
telephonic conferences with the Commission, (ii) delivering to the Commission
staff an analysis prepared by counsel to the Company setting forth the legal
bases, if any, upon which such counsel has concluded that the Registered
Exchange Offer should be permitted and (iii) diligently pursuing a resolution
(which need not be favorable) by the Commission staff.

         2. Shelf Registration. If, (i) because of any change in law or in
applicable interpretations thereof by the staff of the Commission, the Company
is not permitted to effect a Registered Exchange Offer, as contemplated by
Section 1 hereof, (ii) the Registered Exchange Offer is not consummated by the
180th day after the Closing Date, (iii) the Initial Purchaser so requests within
10 business days following the consummation of the Registered Exchange Offer
with respect to the Initial Securities (or the Private Exchange Securities) not
eligible to be exchanged for Exchange Securities in the Registered Exchange
Offer and held by it following consummation of the Registered Exchange Offer or
(iv) any Holder (other than an Exchanging Dealer) notifies the Company within 10
business days following consummation of the Registered Exchange Offer that such
Holder is not eligible to participate in the Registered Exchange Offer or such
Holder may not resell the Exchange Notes acquired by it in the Registered
Exchange Offer to the public without delivering a prospectus and the prospectus
contained in the Exchange Offer Registration Statement is not appropriate or
available for such resales by such Holder; or such Holder is a broker-dealer and
holds Notes that are part of an unsold allotment from the original sale of the
Notes, the Company shall take the following actions (the date on which any of
the conditions described in the foregoing clauses (i) through (iv) occur,
including in the case of clauses (iii) or (iv) the receipt of the required
notice, being a "TRIGGER DATE"):

                  (a) The Company shall promptly (but in no event more than 45
         days after the Trigger Date (or if the 45th day is not a business day,
         the first business day thereafter) (such 45th day being a "FILING
         DEADLINE")) file with the Commission and thereafter (i) in the case of
         Section 2(i) above, use its commercially reasonable efforts to cause to
         be declared effective on or prior to the 180th calendar day following
         the Closing Date and (ii) in the case of Section 2(ii) through 2(iv)
         above, use its commercially reasonable efforts to cause to be declared
         effective on or prior to the 60th day after Filing Deadline (each of
         such days being an "EFFECTIVENESS DEADLINE") a registration statement
         (the "SHELF REGISTRATION STATEMENT" and, together with the Exchange
         Offer Registration Statement, a "REGISTRATION STATEMENT") on an
         appropriate form under the Securities Act relating to the offer and
         sale of the Transfer Restricted Securities (as defined in Section 6
         hereof) by the Holders thereof from time to time in accordance with the
         methods of distribution set forth in the Shelf Registration Statement
         and Rule 415 under the Securities Act (hereinafter, the "SHELF
         REGISTRATION"); provided, however, that no Holder (other than the
         Initial Purchaser) shall be entitled to have the Securities held by it
         covered

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         by such Shelf Registration Statement unless such Holder agrees in
         writing to be bound by all the provisions of this Agreement applicable
         to such Holder.

                  (b) The Company shall use its commercially reasonable efforts
         to keep the Shelf Registration Statement continuously effective in
         order to permit the prospectus included therein to be lawfully
         delivered by the Holders of the relevant Securities, for a period of
         two years (or for such longer period if extended pursuant to Section
         3(j) below) from the date of its effectiveness or such shorter period
         that will terminate when all the Securities covered by the Shelf
         Registration Statement (i) have been sold pursuant thereto or (ii) are
         no longer restricted securities (as defined in Rule 144 under the
         Securities Act, or any successor rule thereof) or are saleable pursuant
         to Rule 144(k) (the "SHELF REGISTRATION PERIOD"). Except as provided
         elsewhere in this Agreement, the Company shall be deemed not to have
         used its commercially reasonable efforts to keep the Shelf Registration
         Statement effective during the requisite period if it voluntarily takes
         any action that would result in Holders of Securities covered thereby
         not being able to offer and sell such Securities during that period,
         unless such action is required by applicable law.

                  (c) Notwithstanding any other provisions of this Agreement to
         the contrary, the Company shall cause the Shelf Registration Statement
         and the related prospectus and any amendment or supplement thereto, as
         of the effective date of the Shelf Registration Statement, amendment or
         supplement, (i) to comply in all material respects with the applicable
         requirements of the Securities Act and the rules and regulations of the
         Commission and (ii) not to contain any untrue statement of a material
         fact or omit to state a material fact required to be stated therein or
         necessary in order to make the statements therein, in light of the
         circumstances under which they were made, not misleading.

         3. Registration Procedures. In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent applicable, any Registered
Exchange Offer contemplated by Section 1 hereof, the following provisions shall
apply:

                  (a) The Company shall (i) furnish to the Initial Purchaser,
         prior to the filing thereof with the Commission, a copy of the
         Registration Statement and each amendment thereof and each supplement,
         if any, to the prospectus included therein and, in the event that the
         Initial Purchaser (with respect to any portion of an unsold allotment
         from the original offering) is participating in the Registered Exchange
         Offer or the Shelf Registration Statement, the Company shall use its
         commercially reasonable efforts to reflect in each such document, when
         so filed with the Commission, such comments as the Initial Purchaser
         reasonably may propose; (ii) include the information set forth in Annex
         A hereto on the cover, in Annex B hereto in the "Exchange Offer
         Procedures" section and the "Purpose of the Exchange Offer" section and
         in Annex C hereto in the "Plan of Distribution" section of the
         prospectus forming a part of the Exchange Offer Registration Statement
         and include the information set forth in Annex D hereto in the Letter
         of Transmittal delivered pursuant to the Registered Exchange Offer;
         (iii) if requested by the Initial Purchaser, include the information
         required by Items 507 or 508 of Regulation S-K under the Securities
         Act, as applicable, in the prospectus forming a part of the Exchange
         Offer Registration Statement; (iv) include within the prospectus

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         contained in the Exchange Offer Registration Statement a section
         entitled "Plan of Distribution," reasonably acceptable to the Initial
         Purchaser, which shall contain a summary statement of the positions
         taken or policies made by the staff of the Commission with respect to
         the potential "underwriter" status of any broker-dealer that is the
         beneficial owner (as defined in Rule 13d-3 under the Securities
         Exchange Act of 1934, as amended (the "Exchange Act")) of Exchange
         Securities received by such broker-dealer in the Registered Exchange
         Offer (a "PARTICIPATING BROKER-DEALER"), whether such positions or
         policies have been publicly disseminated by the staff of the Commission
         or such positions or policies, in the reasonable judgment of the
         Initial Purchaser based upon advice of counsel (which may be in-house
         counsel), represent the prevailing views of the staff of the
         Commission; and (v) in the case of a Shelf Registration Statement,
         include the names of the Holders who propose to sell Transfer
         Restricted Securities pursuant to the Shelf Registration Statement as
         selling securityholders; provided that such Holders have provided the
         Company with such information prior to the filing of the Shelf
         Registration Statement.

                  (b) The Company shall give written notice to the Initial
         Purchaser, the Holders of the Securities and, with respect to clauses
         (ii) through (v) below, any Participating Broker-Dealer from whom the
         Company has received prior written notice that it will be a
         Participating Broker-Dealer in the Registered Exchange Offer (which
         notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an
         instruction to suspend the use of the prospectus until the requisite
         changes have been made):

                           (i) when the Registration Statement or any amendment
                  thereto has been filed with the Commission and when the
                  Registration Statement or any post-effective amendment thereto
                  has become effective;

                           (ii) of any request by the Commission for amendments
                  or supplements to the Registration Statement or the prospectus
                  included therein or for additional information;

                           (iii) of the issuance by the Commission of any stop
                  order suspending the effectiveness of the Registration
                  Statement or the initiation of any proceedings for that
                  purpose;

                           (iv) of the receipt by the Company or its legal
                  counsel of any notification with respect to the suspension of
                  the qualification of the Securities for sale in any
                  jurisdiction or the initiation or threatening of any
                  proceeding for such purpose; and

                           (v) of the happening of any event that requires the
                  Company to make changes in the Registration Statement or the
                  prospectus in order that the Registration Statement or the
                  prospectus do not contain an untrue statement of a material
                  fact nor omit to state a material fact required to be stated
                  therein or necessary to make the statements therein (in the
                  case of the prospectus, in light of the circumstances under
                  which they were made) not misleading.

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                  (c) The Company shall make every commercially reasonable
         effort to obtain the withdrawal at the earliest possible time, of any
         order suspending the effectiveness of the Registration Statement.

                  (d) If not otherwise available on the Commission's Electronic
         Data Gathering, Analysis and Retrieval ("EDGAR") System or similar
         system, upon the written request of a Holder of Securities included
         within the coverage of the Shelf Registration, the Company shall
         furnish to such Holder, without charge, at least one copy of the Shelf
         Registration Statement and any post-effective amendment thereto,
         including financial statements and schedules, and, if such Holder so
         requests in writing, all exhibits thereto (including those, if any,
         incorporated by reference).

                  (e) If not otherwise available or the Commission's EDGAR
         System or similar system, upon the request of the Initial Purchaser,
         Exchanging Dealer or Holder the Company shall deliver to such
         Exchanging Dealer and the Initial Purchaser, and to such Holder who so
         requests, without charge, at least one copy of the Exchange Offer
         Registration Statement and any post-effective amendment thereto,
         including financial statements and schedules, and, if the Initial
         Purchaser or any such Holder requests, all exhibits thereto (including
         those incorporated by reference).

                  (f) The Company shall, during the Shelf Registration Period,
         deliver to each Holder of Securities included within the coverage of
         the Shelf Registration, without charge, as many copies of the
         prospectus (including each preliminary prospectus) included in the
         Shelf Registration Statement and any amendment or supplement thereto as
         such person may reasonably request. The Company consents, subject to
         the provisions of this Agreement, to the use of the prospectus or any
         amendment or supplement thereto by each of the selling Holders of the
         Securities in connection with the offering and sale of the Securities
         covered by the prospectus, or any amendment or supplement thereto,
         included in the Shelf Registration Statement.

                  (g) The Company shall deliver to the Initial Purchaser, any
         Exchanging Dealer, any Participating Broker-Dealer and such other
         persons required to deliver a prospectus following the Registered
         Exchange Offer, without charge, as many copies of the final prospectus
         included in the Exchange Offer Registration Statement and any amendment
         or supplement thereto as such persons may reasonably request. The
         Company consents, subject to the provisions of this Agreement, to the
         use of the prospectus or any amendment or supplement thereto by the
         Initial Purchaser, if necessary, any Participating Broker-Dealer and
         such other persons required to deliver a prospectus following the
         Registered Exchange Offer in connection with the offering and sale of
         the Exchange Securities covered by the prospectus, or any amendment or
         supplement thereto, included in such Exchange Offer Registration
         Statement.

                  (h) Prior to any public offering of the Securities pursuant to
         any Registration Statement, the Company shall register or qualify or
         cooperate with the Holders of the Securities included therein and their
         respective counsel in connection with the registration or qualification
         of the Securities for offer and sale under the securities or "blue sky"
         laws of such states of the United States as any Holder of the
         Securities

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         reasonably requests in writing and do any and all other acts or things
         necessary or advisable to enable the offer and sale in such
         jurisdictions of the Securities covered by such Registration Statement;
         provided, however, that the Company shall not be required to (i)
         qualify generally to do business in any jurisdiction where it is not
         then so qualified or (ii) take any action which would subject it to
         general service of process or to taxation in any jurisdiction where it
         is not then so subject.

                  (i) Unless the Securities are in book-entry form, the Company
         shall cooperate with the Holders of the Securities to facilitate the
         timely preparation and delivery of certificates representing the
         Securities to be sold pursuant to any Registration Statement free of
         any restrictive legends (consistent with the provisions of the
         Indenture) and in such denominations and registered in such names as
         the Holders may request a reasonable period of time prior to sales of
         the Securities pursuant to such Registration Statement.

                  (j) Upon the occurrence of any event contemplated by
         paragraphs (ii) through (v) of Section 3(b) above during the period for
         which the Company is required to maintain an effective Registration
         Statement, the Company shall promptly prepare and file a post-effective
         amendment to the Registration Statement or a supplement to the related
         prospectus and any other required document so that, as thereafter
         delivered to Holders of the Securities or purchasers of Securities, the
         prospectus will not contain an untrue statement of a material fact or
         omit to state any material fact required to be stated therein or
         necessary to make the statements therein, in light of the circumstances
         under which they were made, not misleading. If the Company notifies the
         Initial Purchaser, the Holders of the Securities and any known
         Participating Broker-Dealer in accordance with paragraphs (ii) through
         (v) of Section 3(b) above to suspend the use of the prospectus until
         the requisite changes to the prospectus have been made, then the
         Initial Purchaser, the Holders of the Securities and any such
         Participating Broker-Dealers shall suspend use of such prospectus (and
         shall keep confidential the cause of such notice for so long as such
         cause is not otherwise publicly known), and the period of effectiveness
         of the Shelf Registration Statement provided for in Section 2(b) above
         and the Exchange Offer Registration Statement provided for in Section 1
         above shall each be extended by the number of days from and including
         the date of the giving of such notice to and including the date when
         the Initial Purchaser, the Holders of the Securities and any known
         Participating Broker-Dealer shall have received such amended or
         supplemented prospectus pursuant to this Section 3(j).

                  (k) Not later than the effective date of the applicable
         Registration Statement, the Company will provide a CUSIP number for the
         Initial Securities, the Exchange Securities or the Private Exchange
         Securities, as the case may be, and provide the applicable trustee with
         printed certificates for the Initial Securities, the Exchange
         Securities or the Private Exchange Securities, as the case may be, in a
         form eligible for deposit with The Depository Trust Company.

                  (l) The Company will comply in all material respects with all
         rules and regulations of the Commission to the extent and so long as
         they are applicable to the Registered Exchange Offer or the Shelf
         Registration and will make generally available to

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         its security holders (or otherwise provide in accordance with Section
         11(a) of the Securities Act) an earnings statement satisfying the
         provisions of Section 11(a) of the Securities Act, no later than 45
         days after the end of a 12-month period (or 90 days, if such period is
         a fiscal year) beginning with the first month of the Company's first
         fiscal quarter commencing after the effective date of the Registration
         Statement, which statement shall cover such 12-month period.

                  (m) The Company shall cause the Indenture to be qualified
         under the Trust Indenture Act of 1939, as amended, in a timely manner
         and containing such changes, if any, as shall be necessary for such
         qualification. In the event that such qualification would require the
         appointment of a new trustee under the Indenture, the Company shall
         appoint a new trustee thereunder pursuant to the applicable provisions
         of the Indenture.

                  (n) The Company may require each Holder of Securities to be
         sold pursuant to the Shelf Registration Statement to furnish to the
         Company such information regarding the Holder and the distribution of
         the Securities as the Company may from time to time reasonably require
         for inclusion in the Shelf Registration Statement, and the Company may
         exclude from such registration the Securities of any Holder that
         unreasonably fails to furnish such information within a reasonable time
         after receiving such request.

                  (o) The Company shall enter into such customary agreements
         (including, if requested, an underwriting agreement in customary form)
         and take all such other action, if any, as any Holder of the Transfer
         Restricted Securities shall reasonably request in order to facilitate
         the disposition of the Transfer Restricted Securities pursuant to any
         Shelf Registration.

                  (p) In the case of any Shelf Registration, the Company shall
         (i) make reasonably available for inspection by the Holders of the
         Securities, any underwriter participating in any disposition pursuant
         to the Shelf Registration Statement and any attorney, accountant or
         other agent retained by the Holders of the Securities or any such
         underwriter all relevant financial and other records, pertinent
         corporate documents and properties of the Company and (ii) cause the
         Company's officers, directors, employees, accountants and auditors to
         supply all relevant information reasonably requested by the Holders of
         the Securities or any such underwriter, attorney, accountant or agent
         in connection with the Shelf Registration Statement, in each case, as
         shall be reasonably necessary to enable such persons, to conduct a
         reasonable investigation within the meaning of Section 11 of the
         Securities Act; provided, however, that the foregoing inspection and
         information gathering shall be performed by the Initial Purchaser on
         its own behalf and coordinated on behalf of the other parties by one
         counsel designated by and on behalf of such other parties as described
         in Section 4 hereof; provided further, however, that the conduct of the
         foregoing inspection and information gathering shall be subject to the
         execution by all persons party to such inspection and information
         gathering of a reasonable confidentiality undertaking in customary form
         with respect to confidential and proprietary information of the
         Company.

                  (q) In the case of any Shelf Registration, the Company, if
         requested by any Holder of Securities covered thereby, shall cause (i)
         its counsel (who may be an

                                       10
<PAGE>

         employee of the Company) to deliver an opinion and updates thereof
         relating to the Securities in customary form addressed to such Holders
         and the managing underwriters, if any, thereof and dated, in the case
         of the initial opinion, the effective date of such Shelf Registration
         Statement (it being agreed that the matters to be covered by such
         opinion shall include, without limitation, the due incorporation and
         good standing of the Company and its domestic subsidiaries; the
         qualification of the Company and its subsidiaries to transact business
         as foreign corporations; the due authorization, execution and delivery
         of the relevant agreement of the type referred to in Section 3(o)
         hereof; the due authorization, execution, authentication and issuance,
         and the validity and enforceability, of the applicable Securities; the
         absence of material legal or governmental proceedings involving the
         Company and its domestic subsidiaries; the absence of governmental
         approvals required to be obtained in connection with the Shelf
         Registration Statement, the offering and sale of the applicable
         Securities, or any agreement of the type referred to in Section 3(o)
         hereof (other than as required by any state securities or "Blue Sky"
         laws of the federal securities laws of the United States); the
         compliance in all material respects as to form of such Shelf
         Registration Statement and any documents incorporated by reference
         therein and of the Indenture with the requirements of the Securities
         Act and the Trust Indenture Act, respectively; and, as of the date of
         the opinion and as of the effective date of the Shelf Registration
         Statement or most recent post-effective amendment thereto, as the case
         may be, the absence from such Shelf Registration Statement and the
         prospectus included therein, as then amended or supplemented, and from
         any documents incorporated by reference therein of an untrue statement
         of a material fact or the omission to state therein a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading (in the case of any such documents, in the light
         of the circumstances existing at the time that such documents were
         filed with the Commission under the Exchange Act); (ii) its officers to
         execute and deliver all customary documents and certificates and
         updates thereof requested by any underwriters of the applicable
         Securities and (iii) its independent public accountants to provide to
         the selling Holders of the applicable Securities and any underwriter
         therefor a comfort letter in customary form and covering matters of the
         type customarily covered in comfort letters in connection with primary
         underwritten offerings, subject to receipt of appropriate documentation
         as contemplated, and only if permitted, by Statement of Auditing
         Standards No. 72 and any other applicable pronouncements.

                  (r) If a Registered Exchange Offer or a Private Exchange is to
         be consummated, upon delivery of the Initial Securities by Holders to
         the Company (or to such other Person as directed by the Company) in
         exchange for the Exchange Securities or the Private Exchange
         Securities, as the case may be, the Company shall mark, or caused to be
         marked, on the Initial Securities so exchanged that such Initial
         Securities are being canceled in exchange for the Exchange Securities
         or the Private Exchange Securities, as the case may be; in no event
         shall the Initial Securities be marked as paid or otherwise satisfied.

                  (s) If so requested by Holders of a majority in aggregate
         principal amount at maturity of Securities covered by a Registration
         statement, or by the managing underwriters, if any, the Company will
         use its commercially reasonable efforts to (a) if the Initial
         Securities have been rated prior to the initial sale of such Initial
         Securities,

                                       11
<PAGE>

         confirm such ratings will apply to the Securities covered by such
         Registration Statement, or (b) if the Initial Securities were not
         previously rated, cause the Securities covered by such Registration
         Statement to be rated with the appropriate rating agencies.

                  (t) In the event that any broker-dealer registered under the
         Exchange Act shall underwrite any Securities or participate as a member
         of an underwriting syndicate or selling group or "assist in the
         distribution" (within the meaning of the Conduct Rules (the "RULES") of
         the National Association of Securities Dealers, Inc. ("NASD")) thereof,
         whether as a Holder of such Securities or as an underwriter, a
         placement or sales agent or a broker or dealer in respect thereof, or
         otherwise, the Company will assist such broker-dealer in complying with
         the requirements of such Rules, including, without limitation, by (i)
         if such Rules, including Rule 2720, shall so require, engaging a
         "qualified independent underwriter" (as defined in Rule 2720) to
         participate in the preparation of the Registration Statement relating
         to such Securities, to exercise usual standards of due diligence in
         respect thereto and, if any portion of the offering contemplated by
         such Registration Statement is an underwritten offering or is made
         through a placement or sales agent, to recommend the yield of such
         Securities, (ii) indemnifying any such qualified independent
         underwriter to the extent of the indemnification of underwriters
         provided in Section 5 hereof and (iii) providing such information to
         such broker-dealer as may be required in order for such broker-dealer
         to comply with the requirements of the Rules.

                  (u) The Company shall use its commercially reasonable efforts
         to take all other steps necessary to effect the registration of the
         Securities covered by a Registration Statement contemplated hereby.

         4. Registration Expenses.

                  (a) All expenses incident to the Company's performance of and
         compliance with this Agreement will be borne by the Company, regardless
         of whether a Registration Statement is ever filed or becomes effective,
         including without limitation;

                           (i) all registration and filing fees and expenses;

                           (ii) all fees and expenses of compliance with federal
                  securities and state "blue sky" or securities laws;

                           (iii) all expenses of printing (including printing
                  certificates for the Securities to be issued in the Registered
                  Exchange Offer and the Private Exchange and printing of
                  Prospectuses), messenger and delivery services and telephone;

                           (iv) all fees and disbursements of counsel for the
                  Company;

                           (v) all application and filing fees in connection
                  with listing the Exchange Securities on a national securities
                  exchange or automated quotation system pursuant to the
                  requirements hereof; and

                                       12
<PAGE>

                           (vi) all fees and disbursements of independent
                  certified public accountants of the Company (including the
                  expenses of any special audit and comfort letters required by
                  or incident to such performance).

         The Company will bear its internal expenses (including, without
         limitation, all salaries and expenses of its officers and employees
         performing legal or accounting duties), the expenses of any annual
         audit and the fees and expenses of any person, including special
         experts, retained by the Company.

                  (b) In the event that a Shelf Registration Statement is
         required by this Agreement, the Company shall bear or reimburse the
         Holders of the Securities covered thereby for the reasonable fees and
         disbursements of not more than one firm of counsel, who shall be
         Cravath, Swaine & Moore LLP unless another firm shall be chosen by the
         Holders of a majority in principal amount at maturity of the Securities
         covered thereby to act as counsel for the Holders of the Securities in
         connection therewith.

         5. Indemnification.

                  (a) The Company agrees to indemnify and hold harmless each
         Holder of the Securities, any Participating Broker-Dealer and each
         person, if any, who controls such Holder or such Participating
         Broker-Dealer within the meaning of the Securities Act or the Exchange
         Act (each Holder, any Participating Broker-Dealer and such controlling
         persons are referred to collectively as the "INDEMNIFIED PARTIES") from
         and against any losses, claims, damages or liabilities, joint or
         several, or any actions in respect thereof (including, but not limited
         to, any losses, claims, damages, liabilities or actions relating to
         purchases and sales of the Securities) to which each Indemnified Party
         may become subject under the Securities Act, the Exchange Act or
         otherwise, insofar as such losses, claims, damages, liabilities or
         actions arise out of or are based upon any untrue statement or alleged
         untrue statement of a material fact contained in a Registration
         Statement or prospectus or in any amendment or supplement thereto or in
         any preliminary prospectus relating to a Shelf Registration, or arise
         out of, or are based upon, the omission or alleged omission to state
         therein a material fact required to be stated therein or necessary to
         make the statements therein not misleading, and shall reimburse, as
         incurred, the Indemnified Parties for any legal or other expenses
         reasonably incurred by them in connection with investigating or
         defending any such loss, claim, damage, liability or action in respect
         thereof; provided, however, that (i) the Company shall not be liable in
         any such case to the extent that such loss, claim, damage or liability
         arises out of or is based upon any untrue statement or alleged untrue
         statement or omission or alleged omission made in a Registration
         Statement or prospectus or in any amendment or supplement thereto or in
         any preliminary prospectus relating to a Shelf Registration in reliance
         upon and in conformity with written information pertaining to such
         Holder and furnished to the Company by or on behalf of such Holder or
         Participating Broker-Dealer specifically for inclusion therein, (ii)
         with respect to any untrue statement or omission or alleged untrue
         statement or omission made in any preliminary prospectus relating to a
         Shelf Registration Statement, the indemnity agreement contained in this
         subsection (a) shall not inure to the benefit of any Holder or
         Participating Broker-Dealer from whom the person asserting any such
         losses, claims, damages or liabilities purchased the Securities
         concerned, to the

                                       13
<PAGE>

         extent that a prospectus or amendment or supplement thereto relating to
         such Securities was required to be delivered by such Holder or
         Participating Broker-Dealer under the Securities Act in connection with
         such purchase and any such loss, claim, damage or liability of such
         Holder or Participating Broker-Dealer results from the fact that there
         was not sent or given to such person, at or prior to the written
         confirmation of the sale of such Securities to such person, a copy of
         the final prospectus or amendment or supplement thereto if the Company
         had previously furnished copies thereof to such Holder or Participating
         Broker-Dealer and (iii) the Company shall not, in connection with any
         one action or separate but substantially similar action or related
         actions arising out of the same general allegations or circumstances,
         be liable for the fees and expenses reasonably incurred by of more than
         one separate firm of attorneys for all Indemnified Parties, such firm
         to be designated in writing by a majority in writing of the Holders of
         a majority of principal amount at maturity of the Securities; provided
         further, however, that this indemnity agreement will be in addition to
         any liability which the Company may otherwise have to such Indemnified
         Party. The Company shall also indemnify underwriters in connection with
         any Shelf Registration, their officers and directors and each person
         who controls such underwriters within the meaning of the Securities Act
         or the Exchange Act to the same extent as provided above with respect
         to the indemnification of the Holders of the Securities if requested by
         such Holders.

                  (b) Each Holder of the Securities and each Participating
         Broker-Dealer, severally and not jointly, will indemnify and hold
         harmless the Company and each person, if any, who controls the Company
         within the meaning of the Securities Act or the Exchange Act from and
         against any losses, claims, damages or liabilities or any actions in
         respect thereof, to which the Company or any such controlling person
         may become subject under the Securities Act, the Exchange Act or
         otherwise, insofar as such losses, claims, damages, liabilities or
         actions arise out of or are based upon any untrue statement or alleged
         untrue statement of a material fact contained in a Registration
         Statement or prospectus or in any amendment or supplement thereto or in
         any preliminary prospectus relating to a Shelf Registration, or arise
         out of or are based upon the omission or alleged omission to state
         therein a material fact necessary to make the statements therein not
         misleading, but in each case only to the extent that the untrue
         statement or omission or alleged untrue statement or omission was made
         in reliance upon and in conformity with written information pertaining
         to such Holder or Participating Broker-Dealer and furnished to the
         Company by or on behalf of such Holder or Participating Broker-Dealer
         specifically for inclusion therein; and, subject to the limitation set
         forth immediately preceding this clause, shall reimburse, as incurred,
         the Company for any legal or other expenses reasonably incurred by the
         Company or any such controlling person in connection with investigating
         or defending any loss, claim, damage, liability or action in respect
         thereof. This indemnity agreement will be in addition to any liability
         which such Holder may otherwise have to the Company or any of its
         controlling persons.

                  (c) Promptly after receipt by an indemnified party under this
         Section 5 of notice of the commencement of any action or proceeding
         (including a governmental investigation), such indemnified party will,
         if a claim in respect thereof is to be made against the indemnifying
         party under this Section 5, notify the indemnifying party of the
         commencement thereof; but the omission so to notify the indemnifying
         party (i) will not

                                       14
<PAGE>

         relieve it from any liability under subsection (a) or (b) above unless
         and to the extent it did not otherwise learn of such action and such
         failure results in the forfeiture by the Indemnifying Party of
         substantial rights and defenses and (ii) will not, in any event,
         relieve the indemnifying party from any obligations to any indemnified
         party other than the indemnification obligation provided in paragraph
         (a) or (b) above. In case any such action is brought against any
         indemnified party, and it notifies the indemnifying party of the
         commencement thereof, the indemnifying party will be entitled to
         participate therein and, to the extent that it may wish, jointly with
         any other indemnifying party similarly notified, to assume the defense
         thereof, with counsel reasonably satisfactory to such indemnified party
         (who shall not, except with the consent of the indemnified party, be
         counsel to the indemnifying party), and after notice from the
         indemnifying party to such indemnified party of its election so to
         assume the defense thereof the indemnifying party will not be liable to
         such indemnified party under this Section 5 for any legal or other
         expenses, other than reasonable costs of investigation, subsequently
         incurred by such indemnified party in connection with the defense
         thereof. No indemnifying party shall, without the prior written consent
         of the indemnified party, effect any settlement of any pending or
         threatened action in respect of which any indemnified party is or could
         have been a party and indemnity could have been sought hereunder by
         such indemnified party unless such settlement (i) includes an
         unconditional release of such indemnified party from all liability on
         any claims that are the subject matter of such action, and (ii) does
         not include a statement as to or an admission of fault, culpability or
         a failure to act by or on behalf of any indemnified party; provided
         that, if the Company is the indemnified party, no indemnifying party
         shall, without the prior consent of the Company, effect any settlement
         of any pending action or threatened action.

                  (d) If the indemnification provided for in this Section 5 is
         unavailable or insufficient to hold harmless an indemnified party under
         subsections (a) or (b) above, then each indemnifying party shall
         contribute to the amount paid or payable by such indemnified party as a
         result of the losses, claims, damages or liabilities (or actions in
         respect thereof) referred to in subsection (a) or (b) above (i) in such
         proportion as is appropriate to reflect the relative benefits received
         by the indemnifying party or parties on the one hand and the
         indemnified party on the other from the exchange of the Securities
         pursuant to the Registered Exchange Offer, or (ii) if the allocation
         provided by the foregoing clause (i) is not permitted by applicable
         law, in such proportion as is appropriate to reflect not only the
         relative benefits referred to in clause (i) above but also the relative
         fault of the indemnifying party or parties on the one hand and the
         indemnified party on the other in connection with the statements or
         omissions that resulted in such losses, claims, damages or liabilities
         (or actions in respect thereof) as well as any other relevant equitable
         considerations. The relative fault of the parties shall be determined
         by reference to, among other things, whether the untrue or alleged
         untrue statement of a material fact or the omission or alleged omission
         to state a material fact relates to information supplied by the Company
         on the one hand or such Holder or such other indemnified party, as the
         case may be, on the other, and the parties' relative intent, knowledge,
         access to information and opportunity to correct or prevent such
         statement or omission. The amount paid by an indemnified party as a
         result of the losses, claims, damages or liabilities referred to in the
         first sentence of this subsection (d) shall be deemed to include any
         legal or other expenses reasonably incurred by such indemnified

                                       15
<PAGE>

         party in connection with investigating or defending any action or claim
         which is the subject of this subsection (d). Notwithstanding any other
         provision of this Section 5(d), the Holders of the Securities shall not
         be required to contribute any amount in excess of the amount by which
         the net proceeds received by such Holders from the sale of the
         Securities pursuant to a Registration Statement exceeds the amount of
         damages which such Holders have otherwise been required to pay by
         reason of such untrue or alleged untrue statement or omission or
         alleged omission. No person guilty of fraudulent misrepresentation
         (within the meaning of Section 11(f) of the Securities Act) shall be
         entitled to contribution from any person who was not guilty of such
         fraudulent misrepresentation. For purposes of this paragraph (d), each
         person, if any, who controls such indemnified party within the meaning
         of the Securities Act or the Exchange Act shall have the same rights to
         contribution as such indemnified party and each person, if any, who
         controls the Company within the meaning of the Securities Act or the
         Exchange Act shall have the same rights to contribution as the Company.

                  (e) The agreements contained in this Section 5 shall survive
         the sale of the Securities pursuant to a Registration Statement and
         shall remain in full force and effect, regardless of any termination or
         cancellation of this Agreement or any investigation made by or on
         behalf of any indemnified party.

         6. Additional Interest Under Certain Circumstances.

                  (a) Additional interest (the "ADDITIONAL INTEREST") with
         respect to the Transfer Restricted Securities shall be assessed as
         follows if any of the following events occur (each such event in
         clauses (i) through (iv) below being herein called a "REGISTRATION
         DEFAULT"):

                           (i) any Registration Statement required by this
                  Agreement is not filed with the Commission on or prior to the
                  applicable Filing Deadline;

                           (ii) any Registration Statement required by this
                  Agreement is not declared effective by the Commission on or
                  prior to the applicable Effectiveness Deadline;

                           (iii) the Registered Exchange Offer has not been
                  consummated on or prior to the Consummation Deadline; or

                           (iv) any Registration Statement required by this
                  Agreement has been declared effective by the Commission but
                  (A) such Registration Statement thereafter ceases to be
                  effective during the period specified in Section 1 and Section
                  2(b) of this Agreement, except, in the case of the Exchange
                  Offer Registration Statement, following the consummation of
                  the Exchange Offer with respect to all Securities tendered in
                  connection therewith prior to the expiration of the Exchange
                  Offer or (B) such Registration Statement or the related
                  prospectus ceases to be usable in connection with resales of
                  Transfer Restricted Securities during the periods specified
                  herein because either (1) any event occurs as a result of
                  which the related prospectus forming part of such Registration
                  Statement would include any untrue statement of a material
                  fact or omit to state any material

                                       16
<PAGE>

                  fact necessary to make the statements therein in the light of
                  the circumstances under which they were made not misleading,
                  or (2) it shall be necessary to amend such Registration
                  Statement or supplement the related prospectus, to comply with
                  the Securities Act or the Exchange Act or the respective rules
                  thereunder.

         Additional Interest shall accrue on the Transfer Restricted Securities
         over and above the interest set forth in the title of the Transfer
         Restricted Securities, and any accretion of value, from and including
         the date on which any such Registration Default shall occur to but
         excluding the date on which all such Registration Defaults have been
         cured, at a rate of 0.25% per annum (the "ADDITIONAL INTEREST RATE")
         for the first 90-day period immediately following the occurrence of
         such Registration Default. The Additional Interest Rate shall increase
         by an additional 0.25% per annum with respect to each subsequent 90-day
         period until all Registration Defaults have been cured, up to a maximum
         Additional Interest Rate of 1.5% per annum; provided that the Company
         shall in no event be required to pay Additional Interest for more than
         one Registration Default at any given time.

                  (b) A Registration Default referred to in Section 6(a)(iv)
         hereof shall be deemed not to have occurred and be continuing in
         relation to a Shelf Registration Statement or the related prospectus if
         (i) such Registration Default has occurred solely as a result of (x)
         the filing of a post-effective amendment to such Shelf Registration
         Statement to incorporate annual audited financial information with
         respect to the Company where such post-effective amendment is not yet
         effective and needs to be declared effective to permit Holders to use
         the related prospectus or (y) other material events, with respect to
         the Company that would need to be described in such Shelf Registration
         Statement or the related prospectus and (ii) in the case of clause (y),
         the Company is proceeding promptly and in good faith to amend or
         supplement such Shelf Registration Statement and related prospectus to
         describe such events; provided, however, that in any case if such
         Registration Default occurs for a continuous period in excess of 45
         days, Additional Interest shall be payable in accordance with the above
         paragraph from the day such Registration Default occurs until such
         Registration Default is cured.

                  (c) Any amounts of Additional Interest due pursuant to Section
         6(a) after July 31, 2008, will be payable in cash on the regular
         interest payment dates with respect to the Transfer Restricted
         Securities. The amount of Additional Interest will be determined by
         multiplying the applicable Additional Interest Rate by the Accreted
         Value of the Transfer Restricted Securities and further multiplied by a
         fraction, the numerator of which is the number of days such Additional
         Interest Rate was applicable during such period (determined on the
         basis of a 360-day year comprising twelve 30-day months), and the
         denominator of which is 360. Any amounts of Additional Interest due
         pursuant to Section 6(a) on or prior to July 31, 2008, will be added to
         the Accreted Value of the Securities.

                  (d) "TRANSFER RESTRICTED SECURITIES" means each Security until
         (i) the date on which such Security has been exchanged by a person
         other than a broker-dealer for a freely transferable Exchange Security
         in the Registered Exchange Offer, (ii) following the exchange by a
         broker-dealer in the Registered Exchange Offer of an Initial Security

                                       17
<PAGE>

         for an Exchange Note, the date on which such Exchange Note is sold to a
         purchaser who receives from such broker-dealer on or prior to the date
         of such sale a copy of the prospectus contained in the Exchange Offer
         Registration Statement, (iii) the date on which such Security has been
         effectively registered under the Securities Act and disposed of in
         accordance with the Shelf Registration Statement or (iv) the date on
         which such Security is distributed to the public pursuant to Rule 144
         under the Securities Act or is saleable pursuant to Rule 144(k) under
         the Securities Act.

         7. Rules 144 and 144A. The Company shall use its commercially
reasonable efforts to file the reports required to be filed by it under the
Securities Act and the Exchange Act in a timely manner and, if at any time the
Company is not required to file such reports, it will, upon the request of any
Holder of Securities that are "restricted securities" within the meaning of Rule
144 and are not saleable pursuant to Rule 144(k), make publicly available other
information so long as necessary to permit sales of their Securities pursuant to
Rules 144 and 144A. The Company covenants that it will take such further action
as any Holder of Securities may reasonably request, all to the extent required
from time to time to enable such Holder to sell Securities without registration
under the Securities Act within the limitation of the exemptions provided by
Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company
will provide a copy of this Agreement to prospective purchasers of Initial
Securities identified to the Company by the Initial Purchaser upon request. If
the Company ceases to be a reporting company under the Exchange Act, upon the
request of any Holder of Initial Securities, the Company shall deliver to such
Holder a written statement as to whether it has complied with such requirements.
Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to
require the Company to register any of its securities pursuant to the Exchange
Act.

         8. Underwritten Registrations. If any of the Transfer Restricted
Securities covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering ("MANAGING UNDERWRITERS") will be selected by
the Holders of a majority in aggregate principal amount at maturity of such
Transfer Restricted Securities to be included in such offering, subject to
approval by the Company, which will not unreasonably be withheld or delayed.

         No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.

         9. Miscellaneous.

                  (a) Remedies. The Company acknowledges and agrees that any
         failure by the Company to comply with its obligations under Section 1
         and 2 hereof may result in material irreparable injury to the Initial
         Purchaser or the Holders for which there is no adequate remedy at law,
         that it will not be possible to measure damages for such injuries
         precisely and that, in the event of any such failure, the Initial
         Purchaser or any Holder may obtain such relief as may be required to
         specifically enforce the Company's

                                       18
<PAGE>

         obligations under Sections 1 and 2 hereof. The Company further agrees
         to waive the defense in any action for specific performance that a
         remedy at law would be adequate. The Initial Purchaser and the Holders
         acknowledge and agree that the Additional Interest provided by Section
         6 of this Agreement shall be the exclusive monetary remedy available to
         Holders for any Registration Default.

                  (b) No Inconsistent Agreements. The Company will not on or
         after the date of this Agreement enter into any agreement with respect
         to its securities that is inconsistent with the rights granted to the
         Holders in this Agreement or otherwise conflicts with the provisions
         hereof. The rights granted to the Holders hereunder do not in any way
         conflict with and are not inconsistent with the rights granted to the
         holders of the Company's securities under any agreement in effect on
         the date hereof.

                  (c) Amendments and Waivers. The provisions of this Agreement
         may not be amended, modified or supplemented, and waivers or consents
         to departures from the provisions hereof may not be given, except by
         the Company and the written consent of the Holders of a majority in
         principal amount at maturity of the Transfer Restricted Securities
         affected by such amendment, modification, supplement, waiver or
         consents. Without the consent of the Holder of each Security, however,
         no modification may change the provisions relating to the payment of
         Additional Interest.

                  (d) Notices. All notices and other communications provided for
         or permitted hereunder shall be made in writing by hand delivery,
         first-class mail, facsimile transmission, or air courier which
         guarantees overnight delivery:

                  (1) if to a Holder of the Securities, at the most current
         address given by such Holder to the Company.

                  (2) if to the Initial Purchaser:

                           Credit Suisse First Boston LLC
                           Eleven Madison Avenue
                           New York, NY 10010-3629
                           Fax No.: (212) 325-8278
                           Attention: Transactions Advisory Group

         with a copy to:

                           Cravath, Swaine & Moore LLP
                           Worldwide Plaza
                           825 Eighth Avenue
                           New York, NY 10019-7475
                           Fax No.: (212) 474-3700
                           Attn: Stephen L. Burns, Esq.

                  (3) if to the Company, at its address as follows:

                           Buffets Holdings, Inc.

                                       19
<PAGE>

                           1460 Buffet Way
                           Eagan, MN 55121
                           Fax No.: (651) 365-0911
                           Attn: H. Thomas Mitchell, Esq.

         with a copy to:

                           Paul, Weiss, Rifkind, Wharton & Garrison LLP
                           1285 Avenue of the Americas
                           New York, NY 10019-6064
                           Fax No.: (212) 757-3990
                           Attn: John C. Kennedy, Esq.

         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; three business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged by recipient's facsimile machine operator, if sent by facsimile
transmission; and on the day delivered, if sent by overnight air courier
guaranteeing next day delivery.

                  (e) Third Party Beneficiaries. The Holders shall be third
         party beneficiaries to the agreements made hereunder between the
         Company, on the one hand, and the Initial Purchaser, on the other hand,
         and shall have the right to enforce such agreements directly to the
         extent they may deem such enforcement necessary or advisable to protect
         their rights or the rights of Holders hereunder.

                  (f) Successors and Assigns. This Agreement shall be binding
         upon the Company and its successors and assigns.

                  (g) Counterparts. This Agreement may be executed in any number
         of counterparts and by the parties hereto in separate counterparts,
         each of which when so executed shall be deemed to be an original and
         all of which taken together shall constitute one and the same
         agreement.

                  (h) Headings. The headings in this Agreement are for
         convenience of reference only and shall not limit or otherwise affect
         the meaning hereof.

                  (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
         CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
         REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

                  (j) Severability. If any one or more of the provisions
         contained herein, or the application thereof in any circumstance, is
         held invalid, illegal or unenforceable, the validity, legality and
         enforceability of any such provision in every other respect and of the
         remaining provisions contained herein shall not be affected or impaired
         thereby.

                  (k) Securities Held by the Company. Whenever the consent or
         approval of Holders of a specified percentage of principal amount at
         maturity of Securities is required hereunder, Securities held by the
         Company or its affiliates (other than subsequent

                                       20
<PAGE>

         Holders of Securities if such subsequent Holders are deemed to be
         affiliates solely by reason of their holdings of such Securities) shall
         not be counted in determining whether such consent or approval was
         given by the Holders of such required percentage.

                                       21
<PAGE>

         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
between the Initial Purchaser and the Company in accordance with its terms.

                                  Very truly yours,

                                  BUFFETS HOLDINGS, INC.,

                                  By /s/ R. Michael Andrews, Jr.
                                     ---------------------------
                                     Name: R. Michael Andrews, Jr.
                                     Title: Executive Vice President and Chief
                                            Financial Officer

                                       22
<PAGE>

The foregoing Registration
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.

CREDIT SUISSE FIRST BOSTON LLC

     By /s/ Malcolm Price
        -----------------
        Name: Malcolm Price
        Title: Managing Director

                                       23
<PAGE>

                                                                         ANNEX A

         Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of those Exchange Securities. The
Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. This prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-dealer
in connection with resales of Exchange Securities received in exchange for
Initial Securities where those Initial Securities were acquired by that
broker-dealer as a result of market-making activities or other trading
activities. The Company has agreed that, for a period of 180 days after the
Expiration Date (as defined herein), it will make this prospectus available to
any broker-dealer for use in connection with any such resale. See "Plan of
Distribution."

                                       24
<PAGE>

                                                                         ANNEX B

         Each broker-dealer that receives Exchange Securities for its own
account in exchange for Initial Securities, where such Initial Securities were
acquired by such broker-dealer as a result of market-making activities or other
trading activities, must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities. See "Plan of
Distribution."

                                       25
<PAGE>


                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

         Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a
result of market-making activities or other trading activities. The Company has
agreed that, for a period of 180 days after the Expiration Date, it will make
this prospectus, as amended or supplemented, available to any broker-dealer for
use in connection with any such resale. In addition, until           , 200 , all
dealers effecting transactions in the Exchange Securities may be required to
deliver a prospectus.(1)

         The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers. The Exchange Securities received by broker-dealers
for their own account pursuant to the Exchange Offer may be sold from time to
time in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such Exchange
Securities. Any broker-dealer that resells Exchange Securities that were
received by it for its own account pursuant to the Exchange Offer and any broker
or dealer that participates in a distribution of such Exchange Securities may be
deemed to be an "underwriter" within the meaning of the Securities Act and any
profit on any such resale of Exchange Securities and any commission or
concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The Letter of Transmittal states that, by
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

         For a period of 180 days after the Expiration Date, the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
Holders of the Securities) other than commissions or concessions of any brokers
or

------------------------------
         (1) In addition, the legend required by Item 502(b) of Regulation S-K
will appear on the back cover page of the Exchange Offer prospectus or on the
inside front cover page of the Exchange Offer prospectus below the Table of
Contents.

                                       26
<PAGE>

dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.

                                       27
<PAGE>

                                                                         ANNEX D

[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

     Name:        __________________________________
     Address:     __________________________________

         If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a distribution of
Exchange Securities. If the undersigned is a broker-dealer that will receive
Exchange Securities for its own account in exchange for Initial Securities that
were acquired as a result of market-making activities or other trading
activities, it acknowledges that it will deliver a prospectus in connection with
any resale of such Exchange Securities; however, by so acknowledging and by
delivering a prospectus, the undersigned will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.

                                       28